King V Transition: What boards and company secretaries need to do right now

By The Corporate Reporters  |  March 2026

The King V Report on Corporate Governance is here. Published on 31 October 2025 and effective for financial years beginning on or after 1 January 2026, King V is the newest governance framework for corporate governance disclosure in South Africa.

Yet the number of JSE-listed companies and state-owned entities that have begun substantive King V transition work remains surprisingly small. This is partly because King V refines rather than overhauling King IV, leading some governance teams to underestimate the work involved. And partly because law firms and governance advisors have focused on legal commentary rather than practical implementation guidance.

This article aims to fill that gap. Here is a practical checklist of what your board, company secretary, and reporting team need to do — and the common mistakes to avoid.

Understand the scope of what has changed

King V retains the core philosophy of King IV: apply and explain, outcomes-based governance, integrated thinking, and stakeholder inclusivity. But several changes are significant enough to affect your governance reporting materially.

The most important for reporting teams is the mandatory King V Disclosure Framework. Under King IV, organisations could design their own apply-and-explain disclosure structure. Under King V, a standardised framework is required. This framework specifies each of the 13 principles, requires a declaration of any exceptions, and demands evidence-based reasoning for any practices not adopted.

Boards must also issue a concluding statement confirming that the application of King V has, in their view, delivered the required governance outcomes. This is not a formality. It is a signed, public assertion of governance effectiveness that will face scrutiny.

Conduct a gap analysis before you start writing

The most common mistake governance teams make is trying to adapt last year’s King IV disclosure directly into King V format. This approach misses the structural differences — particularly the Disclosure Framework requirement — and tends to produce disclosures that are technically compliant but substantively weak.

A proper gap analysis reviews your current King IV disclosures against each of the 13 King V principles, maps where your existing practices and language are sufficient, and identifies where genuine gaps exist. It also finds where your previous disclosures may have relied on the apply-and-explain escape hatch in ways that King V will no longer tolerate.

Specific areas requiring attention

Board independence

King V elevates nine-year board tenure from a trigger for enhanced review to an explicit independence criterion. If any of your independent non-executive directors have served for nine or more years, your board needs to assess their continued classification as independent — and, if it concludes they remain independent, it needs to document clearly why. This is not a theoretical issue for many South African boards.

Committee composition

Risk and social and ethics committees must now have a majority of non-executive members, including at least one independent member. This is stricter than King IV. If your current committee structures do not meet this standard, you need to address them before your next reporting cycle — not alongside it.

Technology and AI governance

King V explicitly requires boards to set strategic direction and approve policies for ethical, compliant use of AI systems. If your organisation uses AI in any significant operational context — which most do — this is no longer a matter of passing mention in the IT governance section. It requires a substantive board-level engagement with how AI is governed, and a credible disclosure of that governance.

Double materiality

King V’s emphasis on double materiality — reporting on issues that affect financial performance and on issues impacting the organisation’s ability to create long-term value for stakeholders — brings South African governance reporting closer to the ISSB and European CSRD frameworks. If your materiality process has historically been inward-looking (what affects us financially), it now needs to be outward-looking as well (what do we affect).

The Disclosure Framework is not optional

The King V Disclosure Framework is mandatory. Your King V governance disclosure must use the standardised framework — it must address each principle, declare exceptions, and provide explanations that are specific, evidence-based, and outcome-focused.

Organisations that attempt to satisfy this requirement by mapping existing narrative to the new framework without substantively improving the quality of disclosure will find themselves exposed — to stakeholder scrutiny, to investor questioning, and potentially to more formal governance review.

Timing: where most organisations are getting it wrong

Many governance teams are approaching King V as a reporting-cycle problem — something to be solved at the editing stage, when the report is being finalised. This is the wrong framing. The gap analysis, the committee structure review, the board independence assessment, and the Disclosure Framework design all need to happen before the reporting cycle begins, not during it.

For organisations with a December year-end, the first King V-compliant integrated or annual report is due in 2026. For those with a March year-end, the first compliant report will be for the year ending March 2027. For you, that may be a matter of months during which you have considerable ground to cover.

Practical next steps

• Commission a King V gap analysis against your current King IV disclosures
• Review board independence classifications in light of the nine-year tenure criterion
• Audit committee composition against new majority non-executive requirements
• Engage the board on technology and AI governance: what are the policies, who is accountable, what can be credibly disclosed?
• Brief your sustainability and integrated reporting team on the double materiality expectation
• Design or commission your Disclosure Framework template — this should be done before, not during, the report writing phase

The Corporate Reporters offers a King IV to King V Transition Advisory service covering all of the above, including gap analysis, Disclosure Framework template design, governance narrative rewriting, and board briefing materials. If you would like to discuss your timeline, contact us.

Clive Lotter @ 076 940 5982

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